Shareholder Activism and Corporate Defense

“Sidley Austin is the best in the business at activism defence work.”
Chambers USA 2024

Sidley’s Shareholder Activism and Corporate Defense practice is widely recognized as the go-to activism defense practice and has been ranked No. 1 across all league tables for this kind of work for many years. Our practice is led by Kai H. E. Liekefett and Derek Zaba, two of the very few lawyers in the world who devote 100% of their time to shareholder activism, proxy fights, hostile takeovers, and other contests for corporate control, including related settlements, as well as short attacks.

Since 2020, Sidley has defended over 150 proxy contests worldwide and more than 25% of all late-stage proxy contests in the United States, more than any other law firm.

Our team has been opposite of all major activists, including Starboard, Elliott, Carl Icahn, ValueAct, JANA Partners, Trian, Third Point, Macellum, Ancora, Sachem Head, Engaged Capital, Saba Capital, Browning West, Impactive Capital, and Engine Capital. Due to our knowledge and experience, Sidley is frequently hired as “shareholder activism counsel,” “proxy fight counsel,” or “red team” by companies and/or their boards to work with primary outside counsel on activism defense matters.

Strong representation on behalf of clients has earned our Shareholder Activism and Corporate Defense practice widespread recognition, including:

• Chambers USA ranking Sidley Band 1 in New York for “Corporate/M&A: Takeover Defense” since 2022
• The Legal 500 ranking Sidley Tier 1 in the U.S. for “Shareholder Activism – Advice to Boards” since 2022

Sidley has been ranked No. 1 in all shareholder activism defense league tables, including:

• Ranked No. 1 in Bloomberg’s Global Activism League Tables for company representations in North America each year since 2020
• Ranked No. 1 in FactSet’s Company Defense League Tables for company representations in the U.S. each year since 2022
• Ranked No. 1 in LSEG’s Global Shareholder Activism Rankings for company representations globally each year since 2022 
• Ranked No. 1 in Diligent Market Intelligence’s Activism Advisor Awards for total issuer representations globally each year since 2023

• Warner Music in its proxy contest defense against Dorothy Carvello
• Pitney Bowes in its proxy contest defense against Hestia Capital
• LivePerson in its proxy contest defense against Starboard
• Peloton in its activism campaign defense against Blackwells Capital
• Zendesk in its proxy contest defense against JANA Partners
• NiSource in its activism defense campaign against Elliott
• Quotient in its proxy contest defense against Engaged Capital
• TreeHouse Foods in its proxy contest defense against JANA Partners
• OneSpan in its proxy contest defense against Legion Partners
• Blucora in its proxy contest defense against Ancora and Engine Capital
• CytoDyn in its proxy contest defense against the Rosenbaum group
• Cubic in defense of an unsolicited takeover bid by Elliott and Veritas Capital
• Big Lots! in its proxy contest defense against Macellum and Ancora
• Delek US in connection with a potential unsolicited takeover bid by Carl Icahn and CVR Energy
• UBS Puerto Rico funds in their proxy contest defense against Ocean Capital
• AMG funds in their proxy contest defense against Friess Associates
• Royce funds in their proxy contest defense against Saba Capital
• MTS Systems in its activism campaign defense against Ancora
• Ziopharm Oncology in its proxy contest defense against Watermill Asset Management
• FBL Financial Group in its proxy contest defense against Capital Returns Management
• Gulfport Energy Corporation in its proxy contest defense against Firefly Value Partners
• Knowles in its proxy contest defense against Caligan Partners and Falcon Edge
• MiMedx Group in its proxy contest defense against Prescience Point and Parker Petit
• Argo Group International in its proxy contest defense against Voce Capital
• AMAG Pharmaceuticals in its proxy contest defense against Caligan Partners
• Elaine Wynn in her proxy contest against Wynn Resorts
• Fujifilm in its proxy contest-related litigation against Xerox, Carl Icahn, and Darwin Deason
• HomeStreet in its proxy contest defense against Roaring Blue Lion Capital
• Cigna in its proxy contest defense of its merger with Express Script against Carl Icahn
• AmTrust Financial in its proxy contest defense against Carl Icahn
• InnerWorkings in its activism defense against Engine Capital and Engaged Capital
• Potbelly in its activism defense against Ancora, Privet Fund,  and Intrinsic
• Luby’s in its proxy contest defense against Bandera Partners
• The Pulte Group in its activism defense against Elliott and Bill Pulte
• United Airlines in its proxy contest defense against PAR Capital and Altimeter Capital
• Cabela's in its activism defense against Elliott
• Commercial Metals in its defense against the hostile takeover bid and proxy contest by Carl Icahn